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Nicholas Chang Gerald Cheong The Singapore Exchange (SGX) has proposed some significant initiatives to the offer structure relating to initial public offerings (IPOs). In Singapore, the offer structure for an IPO normally comprises a placement tranche and a public subscription tranche. For Mainboard IPOs, the SGX listing rules specify that the shareholding spread and distribution requirement for companies with market capitalisation below S$300 million ($244.9 million) must have a public float of at least 25% to be held by at least 500 shareholders. This number of shareholders includes shareholders from both the public subscription tranche and the placement tranche. This rule provides assurance of fair and orderly trading of shares when listed. There is, however, no requirement for Mainboard listing applications to allocate a minimum proportion of shares to the public subscription tranche as a method of offering.

Daniel Futej Daniel Grigel Big changes to the Slovak Commercial Code came into force on October 1 2012. These changes toughen the criteria for incorporating limited liability companies and for transferring majority ownership interest in those companies. Further changes seek to toughen the criteria for voluntary value added tax registration for certain defined high-risk entities. Under the new rules, a limited liability company may not be incorporated by a person who has tax arrears exceeding €170 ($217). Tax arrears means any amount owed on any type of tax which has become overdue (income tax, value added tax, excise tax or local tax). This change is intended to prevent natural and legal persons from incorporating limited liability companies when those persons have incurred that tax obligation and have failed to pay the tax owed by the time they are attempting to incorporate a limited liability company. All persons intending to incorporate a limited liability company will first have to prove they have no tax arrears by requesting the tax authority's written consent to the registration of a limited liability company in the Commercial Registry. Provided there are no tax arrears, the tax authority will provide consent within three business days of lodging the request.

For those investors following Spanish distressed opportunities, there is much more to the market than the traditional distressed corporate debt and NPL portfolios held by financial institutions.

The effect of reeling in speculators?

Issuers must be a little less reserved Regulation S high-yield issuers in Asia should disclose information to a rule 144A standard and pay close attention to their email trails, lawyers have warned. Market participants predict regulation S high-yield deals to become more common over the next year. But it is expected that deals under rule 144A would eventually become the market standard.

A first-of-its-kind private placement has linked US institutional investors with Brazil's project market – and revealed them to be a perfect a match.

Brazil has a unique opportunity to develop the mechanisms for early stage, smaller and also more established medium-sized companies to access the funds they need to grow their business through the equity capital markets.

Amendments proposed to Russia’s Civil Code could change the attitude of foreign investors

The Securities and Exchange Board of India (Sebi), the Indian capital markets regulator, has recently amended the Sebi (Issue of Capital and Disclosure Requirements) Regulations, 2009. The stated purpose of some of these amendments is to introduce so-called reformatory measures to revive the primary capital markets in India. These measures, according to the minutes of the Sebi's board meeting, are to encourage enhanced retail investors' participation, impose a higher standard of accountability on companies and intermediaries, and ensure greater transparency in the initial public offering (IPO) process.

Following the implementation in Italy of Directive EU/7/2011 of the European Parliament and the European Council of February 16 2011, the Italian government has recently approved a legislative decree which introduces substantial changes to Legislative Decree No. 231/2002 relating to late payments in commercial transactions.